Nuvalent holders elect directors, ratify KPMG, approve officer exculpation amendment

Nuvalent, Inc.

Four Class II directors elected: Gary Gilliland, Michael Meyers, Joseph Pearlberg, Matthew Shair; all received majority support.
KPMG LLP ratified as independent auditor for fiscal year ending Dec 31, 2023, with 48.9M for, 0.1M against.
Stockholders approved charter amendment to adopt Delaware officer exculpation provisions, effective June 15, 2023.
Annual meeting had 49.0M shares present, representing ~95.5% of outstanding common stock.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nuvalent, Inc.: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation to add officer exculpation provisions permitted under new Delaware law (effective 2023-06-15).

Change: charter amendment
Effective: 2023-06-15

Exact text from the filing

At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nuvalent, Inc. shareholders approved Election of Class II directors at the 2023-06-15 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-06-15

Exact text from the filing

Proposal No. 1 — The following nominees were elected as Class II directors, each to serve on the Company’s Board of Directors for a three-year term expiring at the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified, based on the following votes: Nominee For Withheld Broker Non-Votes Gary Gilliland, M.D., Ph.D. 35,093,835 13,674,323 237,946 Michael L. Meyers, M.D., Ph.D. 48,618,635 149,523 237,946 Joseph Pearlberg, M.D., Ph.D. 46,022,654 2,745,504 237,946 Matthew Shair, Ph.D. 47,781,329 986,829 237,946

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nuvalent, Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-15 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-06-15

Exact text from the filing

Proposal No. 2 — The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified, based on the following votes: For Against Abstain Broker Non-Votes 48,859,156 146,697 251 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nuvalent, Inc. shareholders approved Approval of Amendment to Certificate of Incorporation at the 2023-06-15 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-15

Exact text from the filing

Proposal No. 3 — The Amendment was approved, based on the following votes: For Against Abstain Broker Non-Votes 48,317,455 450,614 89 237,946

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84 governance changes filed in the last 30 days. Browse all governance changes →

Nuvalent, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-028601

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